WritePad SDK

WritePad SDK Evaluation

To request the WritePad SDK evaluation, please read the WritePad SDK Evaluation Agreement and submit the required information below.
After the information is submitted, WritePad SDK download instructions will be emailed to you. If yo have any questions, please
feel free to contact us.

WritePad SDK Evaluation Agreement

This WritePad SDK License Agreement (“Agreement”) is made and entered into on Mar 03, 2015
("Effective Date"), by and between PhatWare Corp., a Delaware company located at 1314 S. Grand Blvd, Ste. 2-175
Spokane, WA 99202 ("PhatWare"), and Licensee.

PhatWare has developed certain computer software more fully described in Exhibit A attached hereto (the "Software")
and provides such Software to Licensee subject to Licensee’s agreement to the terms hereunder. This is an
application development license only, and Licensee has no rights hereunder to market, license or distribute in any
manner applications developed with the Software or that contain any portion of the Software without a separate
written agreement with PhatWare.

LICENSE

Grant of License. Subject to the terms and conditions of this Agreement, PhatWare hereby grants to
Licensee a royalty-free, non-exclusive, non-transferable and revocable license to use the Software
only for development and testing of software applications only with the operating system specified
in Exhibit B attached hereto, only in the location specified in Exhibit B and only for the term of
this Agreement. Only when incorporated into an application developed with the Software, Licensee may
make up to five (5) copies of the object code libraries identified in the product documentation as
distributed components solely for internal application testing purposes or for direct demonstration
of the application to prospective customers.

Limitations. Licensee shall not offer for sale, sell, license, sublicense, distribute or transmit
such applications, the Software, or any portion thereof incorporated into such applications without
obtaining the appropriate distribution license from PhatWare. Licensee shall not modify,
disassemble, decompile, reverse engineer, rent, lease, loan or transfer the Software. Licensee shall
not make any copies of the Software except as necessary to use the Software in accordance with this
Agreement.

NONDISCLOSURE

Confidential Obligations. Licensee agrees to hold the Software and any features, output produced by,
and other information in writing relating to the Software which is marked as confidential
(collectively referred to as the "Confidential Information") in strict confidence for a period of
two years and not to disclose the Confidential Information in whole or in part to any third party or
any person other than Licensee's employees whose job performance requires access to the Confidential
Information. Licensee will ensure that any person permitted access to the Confidential Information
has signed a written non-disclosure agreement and does not disclose or provide the Confidential
Information to others. Licensee agrees to employ all reasonable steps to protect the Confidential
Information from unauthorized or inadvertent disclosure or unauthorized use, including but not
limited to all steps that it takes to protect its own information that it considers proprietary and
trade secret.

Exceptions. Licensee shall have no obligation to maintain confidentiality of any information which
(a) is or becomes part of the public domain through no act or omission of Licensee; (b) was in
Licensee's lawful possession prior to the disclosure and had not been obtained by Licensee either
directly or indirectly from PhatWare; (c) is lawfully disclosed to Licensee by a third party without
restriction on disclosure; or (d) is independently developed by Licensee without use of any
Confidential Information.

WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION

Limited Software Warranty. PhatWare warrants only to Licensee the following for a period of thirty
(30) days after shipment: (i) the media on which the Software is furnished will be free of defects
in materials and workmanship; (ii) that the Software will perform substantially in accordance with
the functional description provided in the accompanying documentation. Licensee’s exclusive remedy,
and PhatWare’s entire liability under this limited warranty, shall be, at PhatWare’s option, to
repair or replace the Software as appropriate.

Disclaimer. THE EXPRESS WARRANTY SET FORTH ABOVE CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE
SOFTWARE. PHATWARE MAKES AND LICENSEE RECEIVES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND
WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE SOFTWARE.
PHATWARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT. PHATWARE DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR THAT OPERATION OF THE
SOFTWARE WILL BE SECURE OR UNINTERRUPTED. PHATWARE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS
ANY RESPONSIBILITY FOR OR LIABILITY ARISING OUT OF OR BASED UPON VALUE OR CONTENT OF INFORMATION
TRANSMITTED, OR THE RESULTS OR EFFECT OF SUCH TRANSMISSION, BY ANY PARTY USING THE SOFTWARE.

Limitation of Liability. IN NO EVENT SHALL PHATWARE BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR
DAMAGES OF ANY KIND ARISING FROM USE OF THE SOFTWARE, WHETHER RESULTING FROM A TORT (INCLUDING
NEGLIGENCE) BREACH OF CONTRACT OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT,
INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES OF ANY KIND ARISING IN ANY WAY OUT OF THIS
AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF
ESSENTIAL PURPOSE OF ANY REMEDY. Licensee expressly assumes all responsibility for any damages, lost
data, lost profits and other consequential damages that may result in any way related to this
Agreement, including without limitation, use of the Software.

Indemnification. PhatWare shall, at its expense, indemnify and hold Licensee harmless from and
against any award of damages or PhatWare-approved settlement arising from a claim based on an
allegation that the Software infringes a third party’s US patent or copyright, provided that: (i)
Licensee promptly gives PhatWare written notice of the claim; (ii) Licensee provides all reasonable
assistance in the defense of the claim; and (iii) PhatWare controls the defense or settlement of the
claim. If a permanent injunction is obtained against the use of the Software or if, in PhatWare’s
opinion, such an injunction is likely to be obtained, PhatWare may, at its sole option, obtain the
right to continued use of the Software, substitute other equivalent software, or modify the Software
so it is no longer infringing. The foregoing indemnity does not apply to any infringement claim
arising if the Software: (i) has been modified by parties other than PhatWare; (ii) has been used in
conjunction with other software and/or hardware which gives rise to an infringement claim if the use
of the Software alone would not give rise to such infringing situation; or (iii) is other than the
most current version if use of such current version would have avoided the infringing situation. THE
FOREGOING SECTION SETS FORTH THE ENTIRE LIABILITY OF PHATWARE AND LICENSEE’S SOLE REMEDIES FOR
INFRINGEMENT AND ALLEGATIONS OF INFRINGEMENT.

OWNERSHIP OF SOFTWARE

Ownership. Licensee acknowledges and agrees that all right, title, and interest in and to the
Software, including without limitation any and all copyrights, patents, patent applications, trade
secrets, and other intellectual property rights embodied therein, are and shall at all times remain
the sole and exclusive property of PhatWare. Licensee further agrees that it shall not earn or
otherwise acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or
other intellectual property on account of this Agreement or Licensee's performance Exhibit
hereunder.

Assignment. Licensee is under no obligation to make suggestions for change and improvement; however,
if Licensee does make any such suggestions, Licensee agrees to promptly disclose and hereby assigns
to PhatWare any such suggestions for change and improvement to any of the Software and to assist
PhatWare, at PhatWare’s expense, in obtaining intellectual property protection relating to such
suggestions as PhatWare may reasonably require.

FEES AND ENGINEERING SUPPORT

The fee for the license provided hereunder is specified in Exhibit B. Exhibit B also specifies how
many hours, if any, of engineering support are included with this fee. If the support option is
included, the specified amount of hours of telephone or email engineering support on a best efforts
basis will be provided during effective time of this Agreement or if the purchased support limit is
reached. Telephone and email contact information will be provided to you. Additional engineering
support is available at the then-current rate, subject to availability.

TERM AND TERMINATION

The term of this Agreement is one (1) year unless extended by mutual agreement. PhatWare may
terminate this Agreement at any time if Licensee breaches any material term or condition of this
Agreement and fails to cure such breach within ten (10) days upon receipt of written notice of
breach.

RETURN OF PRODUCTS

Upon expiration or termination, or unless Licensee otherwise licenses the Software for distribution,
the rights and licenses granted to Licensee hereunder with respect to the Software shall
automatically terminate. Licensee shall, within five (5) days of expiration or termination, ship to
PhatWare or destroy (including purging from any system or storage media) all copies of the Software
and any other Confidential Information relating thereto. A duly authorized representative of
Licensee shall certify to PhatWare that all copies of the Software and Confidential Information
relating thereto have been returned to PhatWare or destroyed.

GENERAL

Injunctive Relief. Licensee acknowledges that any unauthorized disclosure or use of the Software
and/or Confidential Information would cause irreparable harm and significant injury to PhatWare
which could not be adequately compensated by monetary damages. Accordingly, Licensee agrees that
PhatWare shall have the right to an immediate injunction due to any breach of this Agreement with
respect to the intellectual property rights or the Confidential Information of PhatWare, in addition
to any other remedies that may be available to PhatWare at law or in equity.

Survival. The provisions of Sections 2, 4, 5, and 7 shall survive the expiration or termination of
this Agreement.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
California, excluding that body of law known as choice of law. Licensee hereby consents to the
personal and exclusive jurisdiction and venue of the northern district of California federal and
state courts, as applicable.

Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court
of competent jurisdiction, the remaining provisions of the Agreement shall remain in full force and
effect, and the provision or portion thereof affected shall be construed so as to be enforceable to
the maximum extent permissible by law.

Entire Agreement. This Agreement and the attached exhibits constitute the entire agreement and
understanding of the parties regarding the subject matter hereof and may not be modified except by
written instrument signed by an authorized representative of each party.

No Assignment. This Agreement may not be assigned by Licensee without the prior written consent of
PhatWare, and any attempt to assign without such consent shall be null and void.

IN WITNESS WHEREOF, the parties have executed this Agreement by their respective duly authorized representatives
as of the date first written above.

LICENSEE

Name

Title

Company

Email

Confirm Email

Phone

EXHIBIT A

“Software” licensed under this Agreement includes the following:

WritePad handwriting recognition Engine (object code libraries) compiled for a particular platform or set of
platforms

WritePad API (source code calls to functions and methods included in the Engine)